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Firm Profile: Mayer Brown
1221 Avenue of the Americas
New York, NY 10020, United States
Areas Of Practice
  • Securities Law
Locations
Other U.S. Locations
  • California
  • D.C.
  • Illinois
  • New York
  • North Carolina
  • Texas
Other Countries
  • Belgium
  • Brazil
  • China
  • France
  • Germany
  • Hong Kong
  • Singapore
  • Thailand
  • United Kingdom
  • Vietnam
Number of Attorneys
1,000+ Attorneys

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

See all updates »

20 Years of Sarbanes-Oxley

On July 27, 2022, SEC Chair Gary Gensler gave remarks at the Center for Audit Quality entitled “Sarbanes-Oxley at 20: The Work Ahead.” Chair Gensler highlighted, among other things, impacts on auditing standards, accounting…more

Audits, Corporate Governance, New Guidance, PCAOB, Sarbanes-Oxley

See all updates »

Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

See all updates »

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

See all updates »

UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

WHAT’S THE DEAL? Regulation Fair Disclosure

Here’s the deal: Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its…more

Disclosure, Non-Public Information, Public Disclosure, Publicly-Traded Companies, Regulation FD

See all updates »

Debt Restructuring During the COVID-19 Pandemic – Key Tax Considerations

The global COVID-19 pandemic has placed an unprecedented stress on the ability of businesses to service their debt. Certain businesses—such as oil and gas, airlines, cruise lines, hospitality, brick-and-mortar retailers, and…more

Commercial Bankruptcy, Creditors, Debt Instruments, Debt Restructuring, Debtors

See all updates »

1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

See all updates »

Virtual Currency Activity Prior Approval Requirement Established by NYDFS

On December 15, 2022, the New York Department of Financial Services (“NYDFS”) issued guidance clarifying that all New York banking organizations are required to obtain prior agency approval for virtual currency-related activity…more

Banks, Cryptocurrency, Financial Institutions, Financial Transactions, New Guidance

See all updates »

SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S…more

Banking Crisis, Business Disruption, Form 10-K, Form 10-Q, Form 8-K

See all updates »

What’s the Deal? – Trust Indenture Act

What’s the Deal? The Trust Indenture Act of 1939 (the “Trust Indenture Act” or the “TIA”)1 is the federal statute regulating the offer and sale of certain debt securities. The TIA, which is closely integrated with the…more

Debt Securities, Indenture Trustee, Offerings, Registration Statement, Securities Regulation

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance…more

C&DIs, Corporate Governance, Disclosure Requirements, New Guidance, Non-GAAP Financial Measures

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

For the First Time, the US SEC Sanctions an NFT Issuer for Selling Unregistered Securities in SEC v. Impact Theory

In a published settlement of the charges on August 28, 2023, the US Securities and Exchange Commission (“SEC”) stated that non-fungible tokens (“NFTs”) issued by Impact Theory, LLC (“Impact”) were “securities” under US federal…more

Cryptoassets, Cryptocurrency, Digital Assets, Enforcement Actions, Ethereum

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

SEC Proposes Amendments to Form PF and Enhanced Reporting for Private Fund Advisers

On January 26, 2022, the US Securities and Exchange Commission (SEC) voted to propose amendments to Form PF in order to enhance the reporting requirements and obligations of certain registered investment advisers to private…more

Comment Period, Financial Regulatory Reform, Form PF, Investment Adviser, Private Funds

See all updates »

Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

See all updates »

SEC Proposes a “Sea Change” Set of New Rules Applicable to SPACs and Other Market Participants

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies…more

Capital Markets, Capital Raising, Initial Public Offering (IPO), Investment, Market Participants

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

US SEC Welcomes Public Input on Climate Change Disclosures

In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Proposed Nasdaq Rules May Raise Additional Difficulties for Companies in Emerging Markets

On June 8 and 12, 2020, the Securities and Exchange Commission had published in the Federal Register for comment several rule proposals from Nasdaq Stock Market LLC (“Nasdaq”) that would apply to companies whose principal…more

Capital Markets, Emerging Markets, Listing Standards, Nasdaq, Publicly-Traded Companies

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

SEC Issues C&DI’s on Filing Fees and XBRL Exhibits

On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with…more

C&DIs, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC), XBRL Filing Requirements

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

On point. – Real Estate Investment Trusts (REITs)

Real estate investment trusts (“REITs”) are professionally managed companies that invest in real estate, mortgages and real estaterelated assets on behalf of their investors. Established in 1960, REITs were designed to…more

Capital Gains, Capital Markets, Capital Raising, Distribution Rules, Initial Public Offering (IPO)

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If…more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

WHAT’S THE DEAL? Structured Certificates of Deposit

What’s the Deal? - Structured certificates of deposit (“SCDs”) are financial instruments representing a deposit of a specified amount of money for a fixed period of time. As with traditional certificates of deposit (“CDs”),…more

Banks, Certificate of Deposit, Consumer Financial Products, Structured Financial Products

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Market Trends 2020/21: U.S. Tariff Policies

This practice note discusses recent U.S. tariff policies (U.S. Tariff Policies) that potentially have wide-ranging consequences for domestic and international trade and the capital markets. In a period marked by increased…more

Capital Markets, Imports, MD&A Statements, Regulation S-K, Tariffs

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SEC Announces 2024 Exam Priorities

On October 16, 2023, the Division of Examinations of the U.S. Securities and Exchange Commission (the “Division” and the “SEC,” respectively) announced its examination priorities for 2024. While the Division typically announces…more

Cryptoassets, Environmental Social & Governance (ESG), ETFs, Financial Markets, Financial Services Industry

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. …more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

See all updates »

2023 Listed Guidance for NYSE and NYSE American Issuers

On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and…more

Corporate Governance, Financial Markets, Listing Rules, New Guidance, NYSE

See all updates »

SEC Adopts Final Rules on Public Company Cybersecurity Disclosures of Incidents and Processes

Background and Summary - Table On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release (the “Adopting Release”), adopting final rules (the “Final Rules”) aimed at standardizing and enhancing…more

Cyber Attacks, Cybersecurity, Data Breach, Disclosure Requirements, Publicly-Traded Companies

See all updates »

Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

See all updates »

US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core…more

FDA Approval, Food and Drug Administration (FDA), Inflated Projections, Medical Devices, Misleading Statements

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

ESMA release Public Statement on Sustainability Disclosures in Prospectuses

On 11 July 2023, the European Securities and Markets Authority (ESMA) published a public statement on sustainability disclosure in prospectuses, available here: ESMA32-1399193447-441 Statement on sustainability disclosure in…more

Disclosure Requirements, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), National Competent Authorities (NCA)

See all updates »

SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income…more

Financial Services Industry, Fixed Income Investments, Investment Management, No-Action Letters, Relief Measures

See all updates »

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

SEC Investor Advisory Committee Meets and Considers Various Private Placement Related Topics

On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt offerings…more

Accredited Investors, Capital Raising, Financial Markets, Regulation D, Regulatory Agenda

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

SEC Adopts Amendments to Accelerated and Large Accelerated Filer Definitions

On March 12, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (Rule 12b-2). The…more

Accelerated Filers, Publicly-Traded Companies, Sarbanes-Oxley, Securities and Exchange Commission (SEC)

See all updates »

PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the…more

Audits, China, Corporate Governance, Foreign Corporations, Holding Foreign Companies Accountable Act (HFCAA)

See all updates »

41st Annual Small Business Forum

Recently, the Securities and Exchange Commission (the “SEC”) released its report to Congress summarizing the principal policy recommendations made at the 41st Annual Government-Business Forum on Small Business Capital Formation…more

Capital Formation, Capital Raising, Crowdfunding, Emerging Growth Companies, Investment Funds

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Bills Promoting Board Diversity Advance in Congress

Earlier this month, the U.S. House Financial Services Committee passed, with overwhelming bi-partisan support, three bills to promote gender, racial and ethnic diversity on corporate boards. Although there has been progress in…more

Board of Directors, Corporate Governance, Diversity, Financial Services Committee, Legislative Agendas

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

See all updates »

US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

EBITDA Adjustments for Lost Revenues Resulting from COVID-19

As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance…more

Accounting Standards, Coronavirus/COVID-19, EBITDA, Financial Reporting, GAAP

See all updates »

Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

WHAT’S THE DEAL? Regulation Fair Disclosure

Here’s the deal: Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its…more

Disclosure, Non-Public Information, Public Disclosure, Publicly-Traded Companies, Regulation FD

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If…more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

See all updates »

US IRS Releases Final Regulations Addressing IBOR Transition

As the IBOR transition continues, business teams have frequently heard from their tax departments and advisors that amending existing contracts to add IBOR replacement mechanics or replacing an IBOR rate with a new rate can have…more

Income Taxes, Inter-Bank Offered Rates (IBORs), Interest Rates, IRS, New Guidance

See all updates »

PCOAB Releases Preview of 2018 Audit Inspection Findings

In May, the Public Company Accounting Oversight Board (“PCAOB”) posted a preview of its staff’s observations made in relation to audits conducted in 2018…more

Audit Reports, Audits, Financial Statements, PCAOB, Publicly-Traded Companies

See all updates »

Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down by Judge Analisa Torres, a different judge in the Southern District of New York has distinguished the approach taken in Ripple and argued…more

Capital Markets, Cryptoassets, Digital Assets, Financial Services Industry, Financial Transactions

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

See all updates »

Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

See all updates »

The 3 E’s for Proactive Compliance Against AI-Washing

On April 15, 2024, Securities and Exchange Commission Division of Enforcement Director Gurbir Grewal delivered remarks during a Program on Corporate Compliance and Enforcement Spring Conference 2024.  He addressed artificial…more

Artificial Intelligence, Innovative Technology, Investment Adviser, Investment Opportunities, Machine Learning

See all updates »

1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

See all updates »

EBITDA Adjustments for Lost Revenues Resulting from COVID-19

As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance…more

Accounting Standards, Coronavirus/COVID-19, EBITDA, Financial Reporting, GAAP

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

US SEC’s Climate Risk Disclosure Proposal Likely to Face Legal Challenges

Background - On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1 to propose new rules that, if adopted, would require public companies to, among other things, provide audited financial statements…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

SEC Reopens Pay Versus Performance Comment Period

On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would…more

Comment Period, Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay Ratio

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Could the US Government’s Financial Stability Oversight Council Subject the Residential Mortgage Industry or Mortgage REITs to Supervision by the Federal Reserve and Prudential Standards?

Raise your hand if you are an independent mortgage banker, a residential mortgage real estate investment trust (“mREIT”) or a nonbank investor in residential mortgage loans that would like to be subject to additional federal…more

Consumer Financial Products, Dodd-Frank, Financial Services Industry, FSOC, Mortgage Lenders

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Third Time’s the Charm? SEC Adopts Final Disclosure Rules for Resource Extraction Issuers

On December 16, 2020, the US Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules requiring annual disclosure on Form SD of payments by SEC reporting companies engaged in the commercial development of…more

Disclosure Requirements, Dodd-Frank, Form SD, Natural Resources, Oil & Gas

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Broker-Dealer Settles FINRA Charges for Failures Relating to Use of Social Media Influencer Program

On March 18, 2024, FINRA announced that it has fined a broker-dealer $850,000 in connection with the firm’s program to pay individuals with followings on social media sites (i.e., “influencers”) to promote the firm in social…more

Broker-Dealer, Disclosure Requirements, Enforcement Actions, Financial Industry Regulatory Authority (FINRA), Influencers

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Proposed Amendments to Rule 144

In its 2019 Concept Release on Harmonization of Securities Offerings,1 the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC…more

Financial Regulatory Reform, Holding Periods, Publicly-Traded Companies, Resale Exemption, Rule 144

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SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions…more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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US ARRC Proposes a New York State Legislative “Solution” for Legacy LIBOR Contracts Without Adequate Fallbacks—But What Does It Actually “Solve”?

On March 6, 2020, the Alternative Reference Rates Committee (ARRC) released its “Proposed Legislative Solution to Minimize Legal Uncertainty and Adverse Economic Impact Associated with LIBOR Transition,” which the ARRC intends…more

Adverse Impact, Alternative Reference Rates Committee (ARRC), Benchmarks, Capital Markets, Interest Rates

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The US Moving Toward Adopting New Climate Disclosures

On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks.  According to the White House readout of the meeting, the…more

Biden Administration, CCAA, Climate Change, Corporate Counsel, Corporate Governance

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Limited US Tax Guidance for Adding ARRC and ISDA Fallbacks

On Friday, October 9, 2020, the Internal Revenue Service released Revenue Procedure 2020-44 (the “Revenue Procedure”), providing retroactive but limited relief for amending specific types of legacy contracts to add fallback…more

Alternative Reference Rates Committee (ARRC), Derivatives, Financial Services Industry, IRS, ISDA

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

What’s the Deal? – Trust Indenture Act

What’s the Deal? The Trust Indenture Act of 1939 (the “Trust Indenture Act” or the “TIA”)1 is the federal statute regulating the offer and sale of certain debt securities. The TIA, which is closely integrated with the…more

Debt Securities, Indenture Trustee, Offerings, Registration Statement, Securities Regulation

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

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For the First Time, the US SEC Sanctions an NFT Issuer for Selling Unregistered Securities in SEC v. Impact Theory

In a published settlement of the charges on August 28, 2023, the US Securities and Exchange Commission (“SEC”) stated that non-fungible tokens (“NFTs”) issued by Impact Theory, LLC (“Impact”) were “securities” under US federal…more

Cryptoassets, Cryptocurrency, Digital Assets, Enforcement Actions, Ethereum

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2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. …more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

See all updates »

SEC Announces 2024 Exam Priorities

On October 16, 2023, the Division of Examinations of the U.S. Securities and Exchange Commission (the “Division” and the “SEC,” respectively) announced its examination priorities for 2024. While the Division typically announces…more

Cryptoassets, Environmental Social & Governance (ESG), ETFs, Financial Markets, Financial Services Industry

See all updates »

UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China…more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

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Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core…more

FDA Approval, Food and Drug Administration (FDA), Inflated Projections, Medical Devices, Misleading Statements

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

SEC Investor Advisory Committee Panel Discusses Digital Engagement Practices

On June 22, 2023, the Investor Advisory Committee (“IAC”) of the US Securities and Exchange Commission (“SEC” or “Commission”) held a panel discussion regarding current challenges and potential improvements to the use of digital…more

Compliance, Conflicts of Interest, Crypto Exchanges, Investor Advisory Committee, Investors

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Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

See all updates »

Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down by Judge Analisa Torres, a different judge in the Southern District of New York has distinguished the approach taken in Ripple and argued…more

Capital Markets, Cryptoassets, Digital Assets, Financial Services Industry, Financial Transactions

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Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If…more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

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SEC Adopts New Share Repurchase Disclosure Rules

Executive Summary - On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures about…more

10b5-1 Plans, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the…more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

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A Road Not Taken: Where the US Capital Proposal Differs From Basel

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”) and (ii)…more

Banks, Basel Committee on Banking Supervision (BCBS), Capital Requirements, Financial Institutions, Financial Regulatory Reform

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

US Inflation Reduction Act – Corporate Minimum Tax and Stock Repurchase Excise Tax

If you thought the recent price increase at your neighborhood store was inflation’s last flop, think again. The Inflation Reduction Act (“IRA”), which was signed into law by President Biden on August 16, 2022, is estimated to…more

Alternative Minimum Tax, Biden Administration, Corporate Taxes, Excise Tax, Income Taxes

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

See all updates »

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures (UPDATED)

(Updated) On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two C&DIs…more

C&DIs, Corporate Governance, Disclosure Requirements, Pay-for-Performance, Publicly-Traded Companies

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

The Department of Labor’s ESG-less Final ESG Rule

On October 30, 2020, the U.S. Department of Labor (“DOL”) released its final regulation (“Final Rule”) relating to a fiduciary’s consideration of environmental, social and governance (“ESG”) factors when making investment…more

Business Strategies, Corporate Governance, Corporate Social Responsibility, Department of Labor (DOL), Employee Benefits

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SEC Adopts Final Rules on Public Company Cybersecurity Disclosures of Incidents and Processes

Background and Summary - Table On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release (the “Adopting Release”), adopting final rules (the “Final Rules”) aimed at standardizing and enhancing…more

Cyber Attacks, Cybersecurity, Data Breach, Disclosure Requirements, Publicly-Traded Companies

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Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

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Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions…more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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Business Development Companies: Facts & Stats

In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly. Within this growing sector, private and non-traded BDCs have outperformed other non-bank lenders…more

BDC, Business Development Companies, Capital Markets, Consumer Financial Products, Financial Services Industry

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SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

SEC Proposes a “Sea Change” Set of New Rules Applicable to SPACs and Other Market Participants

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies…more

Capital Markets, Capital Raising, Initial Public Offering (IPO), Investment, Market Participants

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Corporate Financing Rule Change (FINRA Rule 5110)

The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently released Regulatory Notice 20- 10, which discusses the recent changes to Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the…more

Corporate Financing, Filing Requirements, Financial Industry Regulatory Authority (FINRA), Public Offerings, Shelf Corporations

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. …more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

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Audit Committees: Are They Overworked?

On June 22, 2023, the SEC’s Investor Advisory Committee hosted a panel discussion regarding audit committee workload and transparency.  The panel was led by James Andrus, with presentations of new research by Lauren Cunningham…more

Audit Committee, Board of Directors, Risk Allocation, Securities and Exchange Commission (SEC), Securities Regulation

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SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S…more

Banking Crisis, Business Disruption, Form 10-K, Form 10-Q, Form 8-K

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SEC Proposes New Rules on Public Company Cybersecurity Disclosures

Background - On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity risks…more

Business Development Companies, Comment Period, Cyber Incident Reporting, Cybersecurity, Data Breach

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US Securities and Exchange Commission Division of Examinations 2022 Exam Priorities

On March 30, 2022, the Division of Examinations of the US Securities and Exchange Commission (the “Division” and “SEC,” respectively) announced its examination priorities for 2022. This year’s priorities specifically focus on:…more

Cooperative Compliance Regime, Cryptoassets, Emerging Technologies, Environmental Social & Governance (ESG), Fiduciary Duty

See all updates »

Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

See all updates »

FINRA Update on Targeted Exam Regarding Crypto Asset Communications – Potential Violations in 70% of Retail Communications Reviewed

On January 23, 2024, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published an update to the targeted exam it launched in November 2022, which was designed to review – for compliance with FINRA Rule 2210 – the…more

Blockchain, Consumer Financial Products, Cryptoassets, Cryptocurrency, Digital Assets

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What’s the Deal? – Stock Repurchase Programs: Useful Reminders

As the pandemic has taken hold, there has been a predictable decline in stock repurchase activity; however, many issuers are evaluating restarting their programs or undertaking new programs.  In this What’s the Deal guide, we…more

Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Infectious Diseases, Publicly-Traded Companies

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US IRS Releases Final Regulations Addressing IBOR Transition

As the IBOR transition continues, business teams have frequently heard from their tax departments and advisors that amending existing contracts to add IBOR replacement mechanics or replacing an IBOR rate with a new rate can have…more

Income Taxes, Inter-Bank Offered Rates (IBORs), Interest Rates, IRS, New Guidance

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

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EBITDA Adjustments for Lost Revenues Resulting from COVID-19

As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance…more

Accounting Standards, Coronavirus/COVID-19, EBITDA, Financial Reporting, GAAP

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

SEC Adopts Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability & Related Disclosures

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure…more

10b5-1 Plans, Affirmative Defenses, Corporate Governance, Disclosure Requirements, Insider Trading

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SEC Proposes Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability

On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for…more

10b5-1 Plans, Disclosure Requirements, Insider Trading, Material Nonpublic Information, Proposed Amendments

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the…more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

US Inflation Reduction Act – Corporate Minimum Tax and Stock Repurchase Excise Tax

If you thought the recent price increase at your neighborhood store was inflation’s last flop, think again. The Inflation Reduction Act (“IRA”), which was signed into law by President Biden on August 16, 2022, is estimated to…more

Alternative Minimum Tax, Biden Administration, Corporate Taxes, Excise Tax, Income Taxes

See all updates »

SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert…more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

See all updates »

UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

AICPA Expands Permitted Situations for Agreed-Upon Procedures Engagements

In December 2019, the American Institute of Certified Public Accountants (AICPA) revised its attestation standards to eliminate certain requirements for Agreed-Upon Procedures (AUP) engagements, thereby expanding the types of…more

Accounting Standards, AICPA, Audits, Financial Reporting, GAAP

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The SEC and Capital Formation

Not long ago, the SEC hosted the Annual Small Business Forum.  The Forum provides an opportunity to consider a broad array of issues affecting private companies as well as smaller public companies seeking to raise capital and…more

Capital Formation, Crowdfunding, Emerging Growth Companies, Initial Public Offering (IPO), Investment Opportunities

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PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the…more

Audits, China, Corporate Governance, Foreign Corporations, Holding Foreign Companies Accountable Act (HFCAA)

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Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

Chair Clayton and Division Director Hinman Issue Public Statement on the Importance of Disclosure in the Current COVID-19 Environment

On April 8, 2020, the Chair of the U.S. Securities and Exchange Commission (the “SEC”) – Jay Clayton – and the Director of the SEC’s Division of Corporation Finance – William Hinman – issued a joint statement titled The…more

Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

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Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”), and…more

Banks, Capital Requirements, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

See all updates »

Proposed State Securities Registration Amendments for Smaller Offerings

On November 1, 2018, the North American Securities Administrators Association, Inc. (“NASAA”) released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7). According to the NASAA,…more

Amended Rules, Bad Actors, Financial Statements, NASAA, Registration Requirement

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

US Securities and Exchange Commission Increases Focus on Cybersecurity

This past summer’s string of cyber enforcement actions signals that cybersecurity has become a top priority for the US Securities and Exchange Commission (“SEC”). This focus is consistent with the SEC’s Division of Examinations…more

Broker-Dealer, Cyber Attacks, Cybersecurity, Data Breach, Data Protection

See all updates »

Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the…more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

See all updates »

SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s…more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

See all updates »

Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down by Judge Analisa Torres, a different judge in the Southern District of New York has distinguished the approach taken in Ripple and argued…more

Capital Markets, Cryptoassets, Digital Assets, Financial Services Industry, Financial Transactions

See all updates »

Components of Regulation Best Interest

As we previously blogged, on June 5, 2019, the SEC adopted Regulation Best Interest. The final regulation includes obligations relating to disclosure, care, conflicts of interest and compliance, which are each specific…more

Best Interest Standard, Broker-Dealer, Duty of Care, Duty of Loyalty, Fiduciary Duty

See all updates »

Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019…more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

See all updates »

Disclosing Perks and Payments

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for (i)…more

Compensation & Benefits, Corporate Governance, Enforcement Actions, Executive Compensation, Failure To Disclose

See all updates »

US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China…more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

See all updates »

SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income…more

Financial Services Industry, Fixed Income Investments, Investment Management, No-Action Letters, Relief Measures

See all updates »

The EU Corporate Sustainability Reporting Directive is upon us – what non-EU companies should know and do

The EU Corporate Sustainability Reporting Directive (“CSRD”) entered into force on 5 January 2023 and the associated European Sustainability Reporting Standards (“ESRS”) were adopted by the European Commission on 31 July 2023…more

Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG), EU

See all updates »

2024 U.S. Proxy and Annual Report Season: It’s Starting Time!

Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and…more

Corporate Governance, Environmental Social & Governance (ESG), Proxy Season, Proxy Statements, Proxy Voting Guidelines

See all updates »

Waivers of Code of Conduct for Nasdaq Listed Companies

On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and IM-5610. …more

Board of Directors, Code of Conduct, Corporate Executives, Corporate Governance, Financial Markets

See all updates »

Across the Board - A Board Approach to Shareholder Engagement

​​​​​​​Public company executives have long engaged with their shareholders, especially during proxy season, to share business strategy and address investor concerns. In recent years, public company directors have increasingly…more

Board of Directors, Corporate Governance, Directors, Duties & Responsibilities, Policies and Procedures

See all updates »

SEC Proposes Amendments That Would Place New Cybersecurity Reporting and Disclosure Requirements on Public Companies

On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules to…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

See all updates »

1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

See all updates »

US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China…more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

See all updates »

Top 10 Practice Tips: Debt Tender Offers

The following 10 practice points are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their outstanding obligations through liability…more

Corporate Issuers, Debt Securities, Inter-Bank Offered Rates (IBORs), Libor, Tender Offers

See all updates »

SEC Streamlines Options for Expiring Confidential Treatment Orders

On March 9, 2021, the Corporation Finance Division of the Securities and Exchange Commission (SEC) updated its guidance in Disclosure Topic No. 7 for preserving confidential treatment of exhibits redacted pursuant to an SEC…more

Confidential Treatment Orders, Disclosure Requirements, Regulation S-K, Securities and Exchange Commission (SEC), Securities Regulation

See all updates »

Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions…more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

See all updates »

SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s…more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

See all updates »

SEC Reporting Issues for Foreign Private Issuers: Bloomberg Tax Portfolio 5507-4th

Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system…more

Corporate Governance, Disclosure Requirements, Foreign Private Issuers, Form 20-F, Publicly-Traded Companies

See all updates »

Modification of Intra-Group Debt Instruments

Background. Just as with debt instruments between unrelated parties, the current economic downturn may cause related parties to want to modify the terms of debt instruments existing between them…more

Debt Instruments, Forbearance Agreements, Income Taxes, Modification

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

See all updates »

Market Trends 2018/2019: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals

This market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Divisionm of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect to…more

Board Analysis, Compensation & Benefits, Corporate Governance, Executive Compensation, Micromanagement

See all updates »

SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert…more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

See all updates »

SEC Increasingly Turns Focus Toward Strength of Cyber Risk Disclosures

On June 11, 2021, the US Securities and Exchange Commission (“SEC” or “Commission”) announced that it would focus on cybersecurity disclosures made by public companies as part of its regulatory agenda. Given the SEC’s continued…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

See all updates »

A Road Not Taken: Where the US Capital Proposal Differs From Basel

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”) and (ii)…more

Banks, Basel Committee on Banking Supervision (BCBS), Capital Requirements, Financial Institutions, Financial Regulatory Reform

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules

Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of the…more

Corporate Governance, Proposed Rules, Proxy Solicitations, Proxy Voting, Publicly-Traded Companies

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

US SEC Welcomes Public Input on Climate Change Disclosures

In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”), and…more

Banks, Capital Requirements, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core…more

FDA Approval, Food and Drug Administration (FDA), Inflated Projections, Medical Devices, Misleading Statements

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Broker-Dealer Settles FINRA Charges for Failures Relating to Use of Social Media Influencer Program

On March 18, 2024, FINRA announced that it has fined a broker-dealer $850,000 in connection with the firm’s program to pay individuals with followings on social media sites (i.e., “influencers”) to promote the firm in social…more

Broker-Dealer, Disclosure Requirements, Enforcement Actions, Financial Industry Regulatory Authority (FINRA), Influencers

See all updates »

Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019…more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and…more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

SEC Proposes Amendments That Would Place New Cybersecurity Reporting and Disclosure Requirements on Public Companies

On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules to…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

See all updates »

Debt Restructuring During the COVID-19 Pandemic – Key Tax Considerations

The global COVID-19 pandemic has placed an unprecedented stress on the ability of businesses to service their debt. Certain businesses—such as oil and gas, airlines, cruise lines, hospitality, brick-and-mortar retailers, and…more

Commercial Bankruptcy, Creditors, Debt Instruments, Debt Restructuring, Debtors

See all updates »

Biden Executive Order Calls for Regulatory Proposals on Digital Assets and Central Bank Digital Currency

On March 9, 2022, President Biden signed an executive order titled “Ensuring Responsible Development of Digital Assets” (the “Order”).1 The Order directs a broad range of federal agencies to recommend legislative and regulatory…more

Biden Administration, Bitcoin, Central Bank Digital Currency (CBDCs), Cryptocurrency, Digital Assets

See all updates »

UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

The SEC Brings Another Enforcement Action On Related Party Transaction Disclosures

On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and…more

Cease and Desist Orders, Compensation & Benefits, Disclosure Requirements, Enforcement Actions, Executive Compensation

See all updates »

New “Climate Reporting” Laws in California – Emissions and Climate-Related Financial Risk Disclosure Required

Two new bills have been passed in California as part of a “Climate Accountability Package” that require US-based companies “doing business”1 in California to make disclosures about their emissions and climate-related financial…more

California, California Air Resources Board, Climate Action Plan, Climate Change, Corporate Governance

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

See all updates »

Bipartisan Legislation to Strengthen Disclosure Requirements for Foreign Companies Listed on U.S. Exchanges

Recently, a bipartisan bill was introduced in Congress that would require that U.S. listed foreign companies provide U.S. regulators access to accounting records tied to audit reports…more

Audit Reports, Disclosure Requirements, Financial Accounting, Financial Reporting, Foreign Corporations

See all updates »

US Inflation Reduction Act – Corporate Minimum Tax and Stock Repurchase Excise Tax

If you thought the recent price increase at your neighborhood store was inflation’s last flop, think again. The Inflation Reduction Act (“IRA”), which was signed into law by President Biden on August 16, 2022, is estimated to…more

Alternative Minimum Tax, Biden Administration, Corporate Taxes, Excise Tax, Income Taxes

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Market Trends 2020/21: Brexit Disclosure - A Practical Guidance

This practice note identifies Brexit-related disclosures that offer detailed discussions of its effects, including how Brexit might impact the company, its employees, management, operations, and prospects. The company name, its…more

Disclosure Requirements, Financial Markets, Investment, MD&A Statements, Prospectus

See all updates »

Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the…more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

See all updates »

Proposed Bad Actor Disqualification Act of 2019 and SEC Statement on Contemporaneous Settlement Offers and Waiver Requests

Last month, Representative Maxine Waters, chair of the House Financial Services Committee, introduced a bill entitled Bad Actor Disqualification Act of 2019 (“proposed bill”). The proposed bill is intended to increase…more

Bad Actors, Financial Services Committee, Financial Services Industry, Legislative Agendas, Proposed Legislation

See all updates »

FINRA Publishes 2024 Annual Regulatory Oversight Report

New Topics and Content Highlight FINRA’s Increased Focus on Cybersecurity, Crypto Assets, Artificial Intelligence, Market Integrity, Off-Channel Communications and Other Key Risk Areas - On January 9, 2024, the Financial…more

Annual Reports, Artificial Intelligence, BSA/AML, Cryptoassets, Cybersecurity

See all updates »

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  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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